Section 36(1) GmbHG sets the company's seat as the default venue. A clear clause in the articles can provide for another place.
Section 36(1) GmbHG places a general meeting at the company's seat unless the articles of association provide otherwise. The articles can therefore permit an alternative venue.
The contractual clause and the notice should work together. This article concerns the meeting's location. Whether the meeting may be virtual or hybrid is a separate issue. See Virtual GmbH shareholders meeting for that question.
Choose the situation that applies. The result identifies which contract or meeting records to review first.
Decide whether the clause names one alternative place or authorises a choice among several. Identify who makes that choice and align the wording with the meeting procedure.
Keep the relevant clause and the notice available for comparison. The notice should implement the venue option provided by the articles.
Record where the meeting was announced and held, and whether anyone objected to the venue. The effect on a resolution depends on the circumstances of the particular meeting.
Section 36(1) GmbHG gives a clear starting point: the general meeting is held at the company's seat unless the articles of association specify another place. The provision expressly allows the articles to set a different venue.
Before arranging a meeting elsewhere, identify the current version of the articles, including every amendment. A convenient business location or a preference among shareholders does not replace the contractual venue provision.
Section 36(1) does not prescribe a model clause or a checklist of venue details. For clarity, the articles should identify the alternative place. A starting formulation is: “The general meeting shall be held at the company’s seat or in [specified place].” This is a drafting aid, not statutory wording or a complete clause for every GmbH.
If management may choose among several locations, define the permitted range and who makes that choice. A bounded option is easier to apply in the notice than an open reference to any place. Whether an existing company must amend its articles, and what formal steps apply, should be checked separately. The guide to drafting GmbH articles explains how related provisions fit together.
The notice applies the contractual venue rule to a particular meeting. It should clearly identify the intended place and stay within the options the articles allow. Shareholders can then see where the meeting is planned to take place.
If the articles do not provide another venue, the company's seat remains the statutory starting point. A notice that names another place on its own does not create the contractual basis contemplated by section 36(1). Review the current articles before sending the notice and compare the venue wording in both documents.
Before sending a notice, gather the current articles, all amendments and a current companies register extract. Compare the applicable venue rule with the planned notice. Keep the final location and any choice made under the clause on file.
If the meeting has already taken place, add the notice and dispatch evidence, the actual address, attendance list, any objections and the minutes. The venue alone does not determine the effect on a resolution. For the record of the meeting, see Resolution minutes as evidence in the shareholder circle.
Under section 36(1) GmbHG, at the company's seat. Any alternative venue must be provided for in the articles of association.
The notice does not replace the alternative provision in the articles. Check that the stated venue follows the current contractual rule.
Read the current articles and the notice together. Also record the actual venue, attendees, objections and minutes. The consequences depend on the circumstances of the meeting.
Review and structure GmbH articles with Brandauer Rechtsanwälte in Austria.
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